3.3

Board of directors

The Board of Directors has overall charge of the Company, except for the issues referred to the competence of the General Meeting by the Federal Law No.44-ref and Company’s charter. The Board of Directors secures oversight of executive bodies’ performance, efficient cooperation of the bodies as well as compliance with and protection of rights and interest of stockholders. The competence of the Board of Directors covers a range of issues, including but not limited to:

  • Specification of Company’s priorities and development strategy;
  • Placement of bonds and other issuance securities, except for cases, envisaged by laws of Russia and charter;
  • Election of Company’s General Director and early termination of GD’s powers, incl. decision on early termination of GD’s labor contract;
  • Determination of the membership of the Company’s Executive Board, election of the Executive Board, setting of remunerations and compensations paid to the Executive Board, early termination of EB members’ powers;
  • Recommendations on dividend amount and distribution procedure;
  • Approval of major and related-party transactions in cases, stipulated by the Federal Law

The exhaustive list of the Board of Directors competence is envisaged by the charter (par. 15.1 clause 15).

In line with par.16.1 of the charter the Board of Directors consists of 11 directors. The following directors worked in the Board of Directors during 2015 and in 2016 (as of report approval date):

Name Biography1 Board 1 (27.06.2014-18.06.2015) Board 2 (18.06.2015-present day)
Yuri Vladimirovich GONCHAROV Born in 1977. Education: graduate degree, Moscow State Mining University. Since 2013 Deputy General Director for Corporate Governance at Rosseti (PAO). Share in the charter capital/Common stock owned: none. In 2014-2015 no statements on operations with Company’s securities were filed with the Company.
yes
true
yes
true
Yulia Vitalyevna YASCHERITSYNA Born in 1978. Education: graduate degree, Moscow State Institute of Economy and Statistics. Since 2013 Director of Economic Planning and Budgeting Department at Rosseti (PAO). Share in the charter capital/Common stock owned: none. In 2014-2015 no statements on operations with Company’s securities were filed with the Company.
yes
true
yes
true
Natalya Aleksandrovna OZHE Born in 1974. Education: graduate degree, Moscow State University. Since 2012 Project director at GK Renova (ZAO). Share in the charter capital/Common stock owned: none. In 2014-2015 no statements on operations with Company’s securities were filed with the Company.
yes
true
yes
true
Yakov Savelyevich TESIS Born in 1974. Education: graduate degree, Moscow State University. Since 2012 Project director at GK Renova (ZAO). Share in the charter capital/Common stock owned: none. In 2014-2015 no statements on operations with Company’s securities were filed with the Company.
yes
true
yes
true
Sergey Vladimirovich SERGEEV   Born in 1976. Education: graduate degree, Novocherkassk State Technical University. Further education: Institute of Advanced Training for Directors and Specialists of FEC industries. Since 2014 Deputy General Director for Capital Construction at Rosseti (PAO). Share in the charter capital/Common stock owned: none. In 2014-2015 no statements on operations with Company’s securities were filed with the Company.
yes
true
no
false
Viktor Viktorovich MAMIN Born in 1982. Education: graduate degree. Director of Department for Corporate Governance, Price Environment and Inspections in FEC industries of Russian Ministry of Energy. Share in the charter capital/Common stock owned: none. In 2014-2015 no statements on operations with Company’s securities were filed with the Company.
yes
true
no
false
Sergey Aleksandrovich PETROV Born in 1978. Education: graduate degree, Chuvashia State University. Since 2013 Head of Directorate for Technological Equipment Exploitation of Production Asset Management Department at Rosseti (PAO). Share in the charter capital/Common stock owned: none. In 2014-2015 no statements on operations with Company’s securities were filed with the Company.
yes
true
no
false
Valery Nikolayevich RODIN Born in 1952. Education: graduate degree, Urals Polytechnic Institute (UGTU-UPI). Since 2014 the Chair of the Board of Directors at IDGC of Urals (OAO). Share in the charter capital: 0.0081%. In 2014-2015 no statements on operations with Company’s securities were filed with the Company.
yes
true
no
false
Denis Aleksandrovich MALKOV   Born in 1974. Education: graduate degree, Urals Polytechnic Institute (UGTU-UPI). Since 2013 Director of Metering and Sales Department at Rosseti (PAO). Share in the charter capital/Common stock owned: none. In 2014-2015 no statements on operations with Company’s securities were filed with the Company.
yes
true
no
false
Konstantin Mikhailovich YUSHKOV Born in 1964. Education: graduate degree, Urals Polytechnic Institute (UGTU-UPI). Since 2010 Portfolio advisor at Wermuth Asset Management GmbH (OOO). Share in the charter capital: 0.0301%. In 2014-2015 no statements on operations with Company’s securities were filed with the Company.
yes
true
no
false
Mikhail Viktorovich AZOVTSEV   Born in 1978. Education: graduate degree, State University – High School of Economy. Since 2013 Project director at GK Renova (ZAO). Share in the charter capital/Common stock owned: none. In 2014-2015 no statements on operations with Company’s securities were filed with the Company.
yes
true
no
false
Sergey Viktorovich VERKHOTUROV Born in 1989. Education: graduate degree, Urals Federal University. Since 2015 Head of Section for Privatization and Corporate Governance of Sverdlovsk Regional Directorate of Russian Property Fund. Share in the charter capital/Common stock owned: none. In 2015 no statements on operations with Company’s securities were filed with the Company.
no
false
yes
true
Evgeni Rudolfovich VILLEVALD Born in 1971. Education: graduate degree, Moscow State University. Since 2012 Project Director at GK Renova (ZAO). Share in the charter capital/Common stock owned: none. In 2015 no statements on operations with Company’s securities were filed with the Company.
no
false
yes
true
Sergey Georgievich DREGVAL Born in 1971. Education: graduate degree, Kiev International Civil Aviation University, Tyumen State Oil&Gas University. Since 2014 General Director at IDGC of Urals (OAO). Share in the charter capital/Common stock owned: none. In 2015 no statements on operations with Company’s securities were filed with the Company.
no
false
yes
true
Sergey Mikhailovich KATAEV Born in 1975. Education: graduate degree, Moscow Energy Institute. Since 2014 Director of Production Asset Management Department at Rosseti (PAO). Share in the charter capital/Common stock owned: none. In 2015 no statements on operations with Company’s securities were filed with the Company.
no
false
yes
true
Pavel Nikolayevich SNIKKARS Born in 1978. Education: graduate degree, Siberia Academy of Civil Service, Siberia University of Consumer’s Cooperation, Candidate of Economic Sciences. Since 2013 Director of Energy Sector Development Department at Russian Ministry of Energy. Share in the charter capital/Common stock owned: none. In 2015 no statements on operations with Company’s securities were filed with the Company.
no
false
yes
true
Aleksandr Nikolayevich FADEEV Born in 1949. Education: graduate degree, Moscow Institute of Geodesy, Aerial Photography and Cartography Engineers. Since 2014 Deputy General Director for Security at Rosseti (PAO). Share in the charter capital/Common stock owned: none. In 2015 no statements on operations with Company’s securities were filed with the Company.
no
false
yes
true
Roman Nikolayevich SHULGINOV Born in 1975. Education: graduate degree, Pyatigorsk State Linguistics University, North Caucasus State Technical University, Saint Petersburg State Polytechnic University, Candidate of Economic Sciences. Since 2014 Head of Technological Automated Systems and Communications Directorate of Corporate and Technological ACS Development Department at Rosseti (PAO). Share in the charter capital/Common stock owned: none. In 2015 no statements on operations with Company’s securities were filed with the Company.
no
false
yes
true

1. Positions of the Board of Directors members are as of nomination date. Directors provided consent to disclose personal data in the annual report in line with laws of Russia.

To ensure objectivity of decisions and to retain the balance of interests of various stockholder groups the Company strives to have at least 3 (three) independent directors in the Board.

During 2015 the Board of Directors conducted 25 meetings: 5 in-presentia or in-presentia/in-absentia meetings and 20 in-absentia meetings. Such proportion of meetings can be explained by Company’s aspiration to enhance efficiency of meetings, to arrange discussions on future prospects of the Company and to decide rapidly on agenda items.

2015 2014
In-absentia 20 22
In-presentia 1 0
In-presentia/In-absentia 4 1
TOTAL 25 23
Issue reviewed 235 233

The Board of Directors has scrutinized 235 issues on various subject-matters of the Company during meetings. Key resolutions of the Board of Directors in 2015:

1Q
  • Adoption of Insurance Coverage Program for 2015.
  • Approval of GD’s KPI calculation and evaluation methodology
2Q
  • Hearing of reports with regard to efficiency of the Company’s internal control system in 2014.
  • Hearing of a SEB’s annual report with regard to management of key operating risks of the Company.
  • Hearing of a report with regard to development of Company’s telecom systems
  • Approval of a target model of the system, liable for operational and technological management of distributive grids of the Company’s branches
  • Hearing of a progress report with regard to centralization and automation of treasury function
  • Approval of the action plan with regard to integration of Company’s IT system into Uniform Treasury of Rosseti (PAO)
  • Approval of Company’s Quality of Service Standards
  • Hearing of a 2014 progress report with regard to compliance with the law stipulating oversight of insider information.
  • Hearing of a 2014-2015 progress report of the Audit Committee
  • Adoption of Amended and Restated Regulations on the Audit Committee
3Q
  • Approval of an action plan to improve performance efficiency and enhance financial and economic profile of the Company
  • Approval of revised list of Company’s energy-saving and enhanced efficiency projects, subject to implementation as energy service contracts
  • Hearing of a 6M 2015 progress report to improve financial and economic performance of the Company
4Q
  • Hearing of a 9M 2015 progress report to improve financial and economic performance of the Company.
  • Adoption of Uniform Procurement Standards
  • Adoption of Insurance Coverage Program for 2016.
  • Approval of the procurement plan for 2016.

The exhaustive list of reviewed issues and wording of the Board’s resolutions can be found in Board of Directors minutes

During 2015 the Board of Directors has approved 31 related-party transactions1. The Company settled no major transactions, as stated by the Federal Law No.44-ref, and other transactions, subject to approval as major transactions, consistent with the charter.

Directors’ participation chart:

3.3

3.3

BOARD OF DIRECTORS COMMITTEES

The Board Committees are consultative and advisory bodies assisting the Board of Directors in its overall charge of the Company. The Committees operate in line with the relevant Regulations on the Committees stipulating the legal status, goals and objectives, rights and duties, structure and membership of the Committees. In everyday operations the Committees are guided by federal laws, other relevant enactments, Charter, Regulations on the Board of Directors and Board resolutions. During the reported period the Board had five active Committees:

Audit Committee

Regulating documents

  • Regulations on the Board of Directors Audit Committee at IDGC of Urals (OAO) No.45-ref 
  • Regulations on Remunerations and Compensations Paid to the Audit Committee at IDGC of Urals (OAO) No.46-ref 

Key objectives:

  • examination of Company’s financial statements and supervision of its preparation;
  • supervision of risk management, internal control and corporate governance systems;
  • supervision of independent audit and selection of the auditor;
  • arrangement and oversight of internal audit independency and objectivity;
  • oversight of efficiency of the system combating illegal activities of Company’s employees and third parties.

In 2015 9 Committee meetings were arranged and conducted. Committee membership and participation chart:

3.3

3.3

The exhaustive list of reviewed issues and wording of the Committee’s resolutions can be found at the corporate web-site (Section “Board of Directors Committees”).

Personnel and Remunerations Committee

Regulating documents:

  • Regulations on the Board of Directors Personnel and Remunerations Committee at IDGC of Urals (OAO)No.47-ref
  • Regulations on Remunerations and Compensations Paid to the Personnel and Remunerations Committee at IDGC of Urals (OAO)No.48-ref

Key objectives:

  • Preparation of recommendations with regard to amount of remuneration paid to the Company’s Board of Directors.
  • Elaboration of principles and criteria to determine the amount of remuneration paid to the Board of Directors, Executive Board and entity, performing SEB functions, incl. managing firm or director.
  • Generation of proposals to determine important clauses in contracts of directors from the Board of Directors, Executive Board and entity, performing SEB functions.
  • Determination of selection criteria for nominees to the Board of Directors, Executive Board and entity, performing SEB functions, as well as evaluation of the nominees.
  • Regular evaluation of an entity, performing SEB functions (managing firm or director), Executive Board and preparation of reassignment proposals to the Board of Directors.

In 2015 9 Committee meetings were arranged and conducted. Committee membership and participation chart:

3.3

3.3

The exhaustive list of reviewed issues and wording of the Committee’s resolutions can be found at the corporate web-site (Section “Board of Directors Committees”).

Strategy and Development Committee

Regulating documents:

  • Regulations on the Board of Directors Strategy and Development Committee at IDGC of Urals (OAO)No.49-ref
  • Regulations on Remunerations and Compensations Paid to the Strategy and Development Committee at IDGC of Urals (OAO)No.50-ref</li>

Key objectives:

  • Specification of priorities, strategic goals and key principles of Company’s strategic development.
  • Enhancement of Company’s investment prospects, improvement of investment activities and approval of well-grounded investment decisions.
  • Revision of existing Company’s development strategy.
  • Oversight of progress of approved programs and projects.
  • Financial planning, determination of Company’s dividend policy.
  • Evaluation of Company’s performance efficiency.

In 2015 8 Committee meetings were arranged and conducted. Committee membership and participation chart:

3.3

3.3

In consistency with the Board resolution (Minutes No.179 dated as of 19.11.2015) I.V. Bogacheva and F.A. Terebkov were removed from the Committee to be replaced by B.A. Bekneev and A.A. Timofeev.

The exhaustive list of reviewed issues and wording of the Committee’s resolutions can be found at the corporate web-site (Section “Board of Directors Committees”).

Reliability Committee

Regulating documents:

  • Regulations on the Board of Directors Reliability Committee at IDGC of Urals (OAO)No.51-ref
  • Regulations on Remunerations and Compensations Paid to the Reliability Committee at IDGC of Urals (OAO)No.52-ref

Key objectives::

  • Expertise of production programs, plans for technical revamp, refurbishment, construction of new facilities and facilities maintenance, their analysis in terms of compliance with reliability of operations and technical status of electric networks.
  • Evaluation whether follow-up measures from post-incident investigations are in-depth and consistent with the rules for investigation of power sector incidentsNo.53-ref as well as oversight of their execution.
  • Expertise of quality of incident investigations.
  • Expertise of Company’s incident-prevention activities (emergency preparedness, arrangement of recovery works on grid facilities).
  • Expertise of programs focusing on mitigation and prevention of injury risks among personnel and outsiders as well as in oversight of their execution.
  • Oversight and evaluation of activities of Company’s engineering teams in terms of operation reliability and safety.
  • Expertise of Company’s internal technical control system.
  • Expertise of Company’s labor protection management system.
  • Expertise of ecology policy program.
  • Expertise of fire and industrial safety systems

In 2015 8 Committee meetings were arranged and conducted. Committee membership and participation chart:

3.3

3.3

The exhaustive list of reviewed issues and wording of the Committee’s resolutions can be found at the corporate web-site (Section “Board of Directors Committees”).

Technological Connection Committee

Regulating documents:

  • Regulations on the Board of Directors Technological Connection Committee at IDGC of Urals (OAO)No.54-ref
  • Regulations on Remunerations and Compensations Paid to the Technological Connection Committee at IDGC of Urals (OAO)No.55-ref

Key objectives:

  • Generation of proposals to improve legislation with regard to antimonopoly regulation and provision of non-discriminatory access of consumers to connection services.
  • Generation of proposals to improve Company’s bylaws and standards with regard to provision of non-discriminatory access of consumers to connection services.
  • Preparation of principles and criteria for evaluation of Company’s connection efficiency.
  • Evaluation of Company’s connection efficiency. 
  • Analysis of current situation and generation of proposals for the Board of Directors in terms of connection to electric networks.

In 2015 5 Committee meetings were arranged and conducted. Committee membership and participation chart:

3.3

3.3

The exhaustive list of reviewed issues and wording of the Committee’s resolutions can be found at the corporate web-site (Section “Board of Directors Committees”).